Exhibit 10.5


 


YAHOO!  INC.


AMENDED AND RESTATED


1996 EMPLOYEE STOCK PURCHASE PLAN


 


(as amended and restated
February 27, 2001 and subsequently amended and restated April 1,
2004, and after giving effect to the two for one stock split announced on
April 7, 2004)


 


The following
constitute the provisions of the Amended and Restated 1996 Employee Stock
Purchase Plan of Yahoo! Inc., as amended and restated April 1, 2004.


 


1.                                       Purpose.  The purpose
of the Plan is to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase Common Stock of the Company.  It is the intention of the Company to have
the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of
the Internal Revenue Code of 1986, as amended. 
The provisions of the Plan shall, accordingly, be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.


 


2.                                       Definitions.


 


(a)                                  “Board” shall mean the Board of
Directors of the Company.


 


(b)                                 “Code” shall mean the Internal
Revenue Code of 1986, as amended.


 


(c)                                  “Common Stock” shall mean the
Common Stock of the Company.


 


(d)                                 “Company” shall mean Yahoo! Inc.,
a Delaware corporation.


 


(e)                                  “Compensation” shall mean,
effective as of May 1, 2004, the total compensation paid to an Employee,
including all salary, wages (including amounts elected to be deferred by the
Employee, that would otherwise have been paid, under any cash or deferred
arrangement or other deferred compensation program established by the Company),
overtime pay, commissions, bonuses, and other remuneration paid directly to the
Employee, but excluding referral and hiring bonuses, profit sharing, the cost
of employee benefits paid for by the Company, education, tuition or other
similar reimbursements, imputed income arising under any Company group
insurance or benefit program, traveling expenses, business and moving expense
reimbursements, income received in connection with stock options, restricted
stock grants, or other equity based awards, contributions made by the Company
under any employee benefit plan, and similar items of compensation. For all
periods prior to May 1, 2004, “Compensation” shall mean all regular straight
time gross earnings and commissions, and shall not include payments for overtime,
shift premium, incentive compensation, incentive payments, bonuses and other
compensation.


 


(f)                                    “Continuous Status as an Employee”
shall mean the absence of any interruption or termination of service as an
Employee.  Continuous Status as an Employee
shall not be considered interrupted in the case of a leave of absence agreed to
in writing by the Company, provided that such leave is for a period of not more
than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.


 


(g)                                 “Contributions” shall mean all
amounts credited to the account of a participant pursuant to the Plan.


 


(h)                                 “Designated Subsidiaries” shall
mean the Subsidiaries which have been designated by the Board from time to time
in its sole discretion as eligible to participate in the Plan.


 


(i)                                     “Employee” shall mean any person,
including an Officer, who is customarily employed for at least twenty (20)
hours per week and more than five (5) months in a calendar year by the Company
or one of its Designated Subsidiaries.


 


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(j)                                     “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


(k)                                  “Fair Market Value” shall have the
meaning set forth in Section 7(b).


 


(l)                                     “Offering Date” shall mean the
first business day of each Offering Period of the Plan, except that in the case
of an individual who becomes an eligible Employee or who begins to participate
in an Offering Period after the first business day of an Offering Period, the
term “Offering Date” with respect to such individual means the first business
day of the first Purchase Period in which such individual participates within
the Offering Period.  Options granted
after the first business day of an Offering Period will be subject to the same
terms and conditions as the options granted on the first business day of such
Offering Period except that they will have a different grant date (and thus,
potentially, a different Purchase Price) and, because they expire at the same
time as the options granted on the first business day of such Offering Period,
a shorter term.


 


(m)                               “Offering Period” shall mean, with
respect to Offering Periods beginning prior to July 1, 2001, a period of
six (6) months commencing on January 1 and July 1 of each year,
except for the first Offering Period as set forth in Section 4(a). The
Offering Period commencing on July 1, 2001 shall end on April 30,
2003 and thereafter Offering Periods shall commence on May 1 and end on the
April 30 twenty-four (24) months thereafter; provided, however, that if
the Fair Market Value of the Common Stock on a Purchase Date is lower than the
Fair Market Value of the Common Stock on the first business day of the Offering
Period, the Offering Period then in progress will terminate and a new Offering
Period shall commence on the next May 1 or November 1, as applicable, and
shall extend for a twenty-four (24) month period ending on April 30 or
October 31, as applicable.


 


(n)                                 “Officer” shall mean a person who
is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.


 


(o)                                 “Plan”  shall mean this Employee Stock
Purchase Plan.


 


(p)                                 “Purchase Date” shall mean, with
respect to Offering Periods beginning prior to July 1, 2001, the last
business day of each Offering Period of the Plan and shall mean, with respect
to Offering Periods beginning after such date, the last business day of each
Purchase Period occurring within the Offering Period.


 


(q)                                 “Purchase Period” shall mean, with
respect to Offering Periods beginning prior to July 1, 2001, a period of
six (6) months coincident with the Offering Period, except for the first
Purchase Period of the first Offering Period as set forth in Section 4(b)
which Purchase Period shall be coincident with such first Offering Period, and
with respect to Offering Periods commencing on and after July 1, 2001, a
period of six (6) months within an Offering Period commencing on each May 1 and
November 1 and ending on October 31 and April 30 respectively,
except for the first Purchase Period within the Offering Period commencing on
July 1, 2001, which Purchase Period shall commence on July 1, 2001
and end on October 31, 2001.


 


(r)                                    “Purchase Price” shall mean, (i)
with respect to Offering Periods beginning prior to July 1, 2001, an
amount equal to 85% of the Fair Market Value of a Share of Common Stock on the
Offering Date or on the Purchase Date, whichever is lower; and (ii) with
respect to a Purchase Period occurring in an Offering Period beginning on and
after July 1, 2001, an amount equal to 85% of the Fair Market Value of a
Share of Common Stock on the Offering Date or on the Purchase Date, whichever
is lower, provided however that in the event (A) of any increase in the number
of Shares available for issuance under the Plan as a result of a
stockholder-approved amendment to the Plan, and (B) all or a portion of such
additional Shares are to be issued with respect to an Offering Period that is
underway at the time of such increase (“Additional Shares”), and (C) the
Fair Market Value of a Share of Common Stock on the date of such stockholder
approval (the “Approval Date Fair Market Value”) is higher than the Fair
Market Value on the Offering Date for any such Offering Period, then in such
instance the Purchase Price with respect to Additional Shares shall be 85% of
the Approval Date Fair Market Value or the Fair Market Value of a Share of
Common Stock on the Purchase Date, whichever is lower.


 


(s)                                  “Share” shall mean a share of
Common Stock, as adjusted in accordance with Section 19 of the Plan.


 


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(t)                                    “Subsidiary” shall mean a
corporation, domestic or foreign, of which not less than 50% of the voting
shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a
Subsidiary.


 


3.                                       Eligibility.


 


(a)                                  Any person who is an Employee as of the
beginning of any Purchase Period of a given Offering Period shall be eligible
to participate in such Offering Period under the Plan, subject to the
requirements of Section 5(a) and the limitations imposed by
Section 423(b) of the Code.


 


(b)                                 Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be granted an option under the Plan
(i) if, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to
Section 424(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
subsidiary of the Company, or (ii) if such option would permit his or her
rights to purchase stock under all employee stock purchase plans (described in
Section 423 of the Code) of the Company or its Subsidiaries to accrue at a
rate which exceeds Twenty-Five Thousand Dollars ($25,000) of Fair Market Value
of such stock (determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time.


 


4.                                       Offering Periods and Purchase Periods.


 


(a)                                  Offering Periods.


 


(i)                                     With respect to Offering Periods
beginning prior to July 1, 2001, the Plan was implemented by a series of
Offering Periods of six (6) months duration, other than the first Offering
Period, with new Offering Periods commencing on or about January 1 and
July 1 of each year (or at such other time or times as may have been
determined by the Board of Directors). 
The first Offering Period during this period commenced on the beginning
of the effective date of the Registration Statement on Form S-1 for the
initial public offering of the Company’s Common Stock (the “IPO Date”) and
continued until December 31, 1996.


 


(ii)                                  With respect to Offering
Periods beginning on and after July 1, 2001, the Plan shall be implemented
by a series of Offering Periods of approximately twenty-four (24)  months duration, other than the Offering Period commencing
on July 1, 2001.  The Offering
Period commencing July 1, 2001 had a duration of
approximately twenty-two (22) months and continued until April 30, 2003.


 


(iii)                               The Plan shall continue until terminated in accordance
with Section 19 hereof.  The Board
of Directors of the Company shall have the power to change the duration and/or
the frequency of Offering Periods with respect to future offerings without
shareholder approval if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period to be affected.


 


(b)                                 Purchase Periods. Each Offering Period beginning prior to
July 1, 2001 had a six (6) month Purchase Period coincident with such
Offering Period.  Each Offering Period
commencing on and after July 1, 2001 shall consist of four (4) consecutive
Purchase Periods of approximately six (6) months’ duration commencing on May 1
and November 1 of each year, except the first Purchase Period of the
Offering Period that commenced on July 1, 2001, which was of approximately
four (4) months duration commencing on July 1, 2001 and ending on
October 31, 2001.  The last business
day of each Purchase Period shall be the Purchase Date for such Purchase
Period.  A Purchase Period commencing on
May 1 shall end on the next October 31 and a Purchase Period commencing on
November 1 shall end on the next April 30. The Board of Directors of
the Company shall have the power to change the duration and/or frequency of
Purchase Periods with respect to future purchases without stockholder approval
if such change is announced at least five (5) days prior to the scheduled
beginning of the first Purchase Period to be affected.


 


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5.                                       Participation.


 


(a)                                  An eligible Employee may become a
participant in the Plan by completing a subscription agreement on the form provided
by the Company and filing it with the Company’s payroll office prior to the
applicable Offering Date, unless a later time for filing the subscription
agreement is set by the Board for all eligible Employees with respect to a
given offering.  The subscription
agreement shall set forth the percentage of the participant’s Compensation
(subject to Section 6(a) below) to be paid as Contributions pursuant to
the Plan.


 


(b)                                 Payroll deductions shall commence on the
first payroll following the Offering Date and shall end on the last payroll
paid on or prior to the Purchase Date of the Offering Period to which the
subscription agreement is applicable, unless the Employee’s participation is
sooner terminated as provided in Section 10.


 


6.                                       Method of Payment of Contributions.


 


(a)                                  The participant shall elect to have
payroll deductions made on each payday during the Offering Period in an amount
not less than one percent (1%) and not more than fifteen
percent (15%) of such participant’s Compensation on each such payday (or
such other maximum percentage as the Board may establish from time to time
before an Offering Date).  All payroll
deductions made by a participant shall be credited to his or her account under
the Plan.  A participant may not make any
additional payments into such account.


 


(b)                                 A participant may discontinue his or her
participation in the Plan as provided in Section 10, or, on one occasion
only during the Offering Period (in the case of Offering Periods beginning
prior to July 1, 2001) or during the Purchase Period (in the case of
Offering Periods beginning on and after July 1, 2001), may decrease  the rate of his or her
Contributions during the applicable Period by completing and filing with the
Company a new subscription agreement. The change in rate shall be effective as
of the beginning of the next calendar month following the date of filing of the
new subscription agreement, if the agreement is filed at least ten (10)
business days prior to such date and, if not, as of the beginning of the next
succeeding calendar month.  For Offering
Periods beginning on and after July 1, 2001, a participant may change the
rate of his or her Contributions effective as of the beginning of any Purchase
Period within such Offering Period by filing a new subscription agreement at
least ten (10) business days prior to the beginning of such Purchase Period.


 


(c)                                  Notwithstanding the foregoing, to the
extent necessary to comply with Section 423(b)(8) of the Code and
Section 3(b) herein, a participant’s payroll deductions may be decreased
to 0% at any time during an Offering or Purchase Period, as applicable.  Payroll deductions shall re-commence at the
rate provided in such participant’s subscription Agreement at the beginning of
the first Offering or Purchase Period, as applicable, which is scheduled to end
in the following calendar year, unless the participant’s participation is
terminated as provided in Section 10. In addition, a participant’s payroll
deductions may be decreased by the Company to 0% at any time during a Purchase
Period in order to avoid unnecessary payroll contributions as a result of
application of the maximum Share limit set forth in Section 7(a), or as a
result of the limitations set forth in Section 3(b), in which case payroll
deductions shall re-commence at the rate provided in such participant’s
subscription agreement at the beginning of the next Purchase Period, unless
terminated by the participant as provided in Section 10.


 


(d)                                 At the time the option is exercised, in
whole or in part, or at the time some or all of the Company’s Common Stock
issued under the Plan is disposed of, the participant must make adequate
provision for the Company’s federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or the disposition
of the Common Stock. At any time, the Company may, but shall not be obligated
to, withhold from the participant’s compensation the amount necessary for the
Company to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the participant.


 


7.                                       Grant of Option.


 


(a)                                  On the Offering Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on any Purchase Date occurring within the
Offering Period a number of Shares determined by dividing such Employee’s
Contributions accumulated prior to such Purchase Date and retained in the
participant’s account as of the Purchase Date by the applicable Purchase Price;


 


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provided however, that the maximum number of Shares an
Employee may purchase during each Offering Period (with respect to Offering Periods
beginning prior to July 1, 2001) and each Purchase Period (with respect to
Offering Periods beginning on and after July 1, 2001) shall be in each
case 10,000 Shares, subject to adjustment as provided in Section 18, and
provided further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 12.


 


(b)                                 The fair market value of the Company’s
Common Stock on a given date (the “Fair Market Value”) means, as of any
date, the value of Common Stock determined by the Board in its discretion
provided that, to the extent the Common Stock is trading on the Nasdaq National
Market (or a stock exchange), (A) the Fair Market Value as of an Offering Date
shall be the closing sales price of the Common Stock as reported by the Nasdaq
National Market (or the closing sales price on such stock exchange) for the
last business day immediately preceding the Offering Date, and (B) the Fair
Market Value of the Common Stock as of a Purchase Date shall be the closing
sales price of the Common Stock as reported on the Nasdaq National Market (or
the closing sales price on such stock exchange) for the Purchase Date, in each
case as reported in The Wall Street Journal.
For purposes of the Offering Date under the first Offering Period under the
Plan, the Fair Market Value of a Share shall be the Price to the public as set
forth in the final prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424 under the Securities Act of 1933, as amended.


 


8.                                       Exercise of Option.


 


(a)                                  Unless a participant’s participation is
terminated as provided in Section 10, his or her option for the purchase
of Shares will be exercised automatically on each applicable Purchase Date of
an Offering Period, and the maximum number of full Shares subject to the option
will be purchased at the applicable Purchase Price with the accumulated
Contributions in his or her account (subject to such limitations as are
specified in the Plan).  The Shares
purchased upon exercise of an option hereunder shall be deemed to be transferred
to the participant on the Purchase Date. 
During his or her lifetime, a participant’s option to purchase Shares
hereunder is exercisable only by him or her.


 


(b)                                 No fractional Shares shall be
purchased.  Any payroll deductions
accumulated in a participant’s account which are not sufficient to purchase a
full Share shall be retained in the participant’s account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant or termination of such participant’s participation as provided in
Section 10 below.  Any other amounts
left over in a participant’s account after a Purchase Date shall be returned to
the participant.


 


9.                                       Delivery.  As promptly
as practicable after each Purchase Date of each Offering Period, the Company
shall arrange the delivery to each participant, as appropriate, of a
certificate representing the Shares purchased upon exercise of his or her
option.  Notwithstanding the foregoing,
the Board may require that all Shares purchased under the Plan be held in an
account (the participant’s “ESPP Stock Account”) established in the name
of the participant (or in the name of the participant and his or her spouse, as
designated by the participant on his or her subscription agreement), subject to
such rules as determined by the Board and uniformly applied to all
participants, including designation of a brokerage or other financial services
firm (an “ESPP Broker”) to hold such Shares for the participant’s ESPP
Stock Account with registration of such Shares in the name of such ESPP Broker
for the benefit of the participant (or for the benefit of the participant and
his or her spouse, as designated by the participant on his or her subscription
agreement).


 


10.                                 Voluntary Withdrawal; Termination of
Employment.


 


(a)                                  A participant may withdraw all but not
less than all the Contributions credited to his or her account under the Plan
at any time prior to the Purchase Date of the Offering Period by giving written
notice to the Company.  All of the
participant’s Contributions credited to his or her account will be paid to him
or her promptly after receipt of his or her notice of withdrawal and his or her
option for the current period will be automatically terminated, and no further
Contributions for the purchase of Shares will be made during the Offering
Period.


 


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(b)                                 Upon termination of the participant’s
Continuous Status as an Employee prior to the Purchase Date of an Offering
Period for any reason, including retirement or death, the Contributions
credited to his or her account will be returned to him or her or, in the case
of his or her death, to the person or persons entitled thereto under
Section 14, and his or her option will be automatically terminated.


 


(c)                                  In the event an Employee fails to remain
in Continuous Status as an Employee of the Company for at least twenty (20)
hours per week during the Offering Period in which the Employee is a
participant, unless such Employee is on an approved leave of absence or a temporary
reduction of hours, he or she will be deemed to have elected to withdraw from
the Plan and the Contributions credited to his or her account will be returned
to him or her and his or her option terminated.


 


(d)                                 A participant’s withdrawal from an offering
will not have any effect upon his or her eligibility to participate in a
succeeding offering or in any similar plan which may hereafter be adopted by
the Company.


 


(e)                                  Automatic Withdrawal. 
With respect to Offering Periods commencing on and after July 1,
2001, and to the extent permitted by any applicable laws, regulations or stock
exchange rules, if the Fair Market Value of the Shares on a Purchase Date
within an Offering Period then in progress is lower than was the Fair Market
Value of the Shares on the first business day of such Offering Period, then
every participant in such Offering Period shall automatically be deemed (i) to
have withdrawn from such Offering Period at the close of the Purchase Period
ending on such Purchase Date, and (ii) to have enrolled in a new Offering
Period commencing on the next November 1 or May 1, as applicable, in
accordance with Section 2(m).  In
addition, if the Fair Market Value of the Shares on a Purchase Date within an
Offering Period then in progress is lower than the Fair Market Value of the
Shares on the Offering Date with respect to an individual who began
participation in an Offering Period after the first business day of an Offering
Period, such individual shall be automatically deemed (x) to have withdrawn from
such Offering Period at the close of the Purchase Period ending on such
Purchase Date, and (ii) to have enrolled in the Plan as of the beginning
of the next Purchase Period to commence within such Offering Period, with such
individual having a new Offering Date in accordance with Section 2(l).


 


11.                                 Interest.  No interest
shall accrue on the Contributions of a participant in the Plan.


 


12.                                 Stock.


 


(a)                                  Subject to adjustment as provided in
Section 18, the maximum number of Shares of the Company’s Common Stock
which shall be made available for sale under the Plan shall be 30,000,000
Shares.


 


(b)                                 If the Board determines that, on a given
Purchase Date, the number of Shares with respect to which options are to be
exercised may exceed (i) the number of Shares that were available for sale
under the Plan on the Offering Date of the applicable Offering Period, or (ii)
the number of Shares available for sale under the Plan on such Purchase Date,
the Board may in its sole discretion provide (x) that the Company shall make a
pro rata allocation of the Shares of Common Stock available for purchase on
such Offering Date or Purchase Date, as applicable, in as uniform a manner as
shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising options to purchase Common Stock on
such Purchase Date, and continue all Offering Periods then in effect, or (y)
that the Company shall make a pro rata allocation of the Shares available for
purchase on such Offering Date or Purchase Date, as applicable, in as uniform a
manner as shall be practicable and as it shall determine in its sole discretion
to be equitable among all participants exercising options to purchase Common
Stock on such Purchase Date, and terminate any or all Offering Periods then in
effect pursuant to Section 19 below. 
The Company may make pro rata allocation of the Shares available on the
Offering Date of any applicable Offering Period pursuant to the preceding
sentence, notwithstanding any authorization of additional Shares for issuance
under the Plan by the Company’s stockholders subsequent to such Offering Date.


 


(c)                                  The participant will have no interest or
voting right in Shares covered by his or her option until such option has been
exercised.


 


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(d)                                 Shares to be delivered to a participant
under the Plan will be registered in the name of the participant or in the name
of the participant and his or her spouse, as designated by the participant in
his or her subscription agreement; provided that if the Board has determined
that Shares shall be held in an ESPP Stock Account held by an ESPP Broker in
accordance with Section 9. Shares shall be registered in the name of such
ESPP Broker for the benefit of the participant or the participant and his or
her spouse, as designated by the participant in his or her subscription
agreement.


 


13.                                 Administration. 
The Board, or a committee named by the Board, shall supervise and
administer the Plan and shall have full power to adopt, amend and rescind any
rules deemed desirable and appropriate for the administration of the Plan and
not inconsistent with the Plan, to construe and interpret the Plan, and to make
all other determinations necessary or advisable for the administration of the
Plan.


 


14.                                 Designation of Beneficiary.


 


(a)                                  A participant may file a written
designation of a beneficiary who is to receive any Shares and cash, if any,
from the participant’s account under the Plan in the event of such
participant’s death subsequent to the end of an Offering or Purchase Period, as
applicable, but prior to delivery to him or her of such Shares and/or
cash.  In addition, a participant may
file a written designation of a beneficiary who is to receive any cash from the
participant’s account under the Plan in the event of such participant’s death
prior to the Purchase Date of an Offering Period.  If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.


 


(b)                                 Such designation of beneficiary may be
changed by the participant (and his or her spouse, if any) at any time by
written notice.  In the event of the
death of a participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such participant’s death, the
Company shall deliver such Shares and/or cash to the executor or administrator
of the estate of the participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such Shares and/or cash to the spouse or to any one or
more dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.


 


15.                                 Transferability. 
Neither Contributions credited to a participant’s account nor any rights
with regard to the exercise of an option or to receive Shares under the Plan
may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution, or as provided in
Section 13) by the participant.  Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 10.


 


16.                                 Use of Funds. 
All Contributions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such Contributions.


 


17.                                 Reports.  Individual
accounts will be maintained for each participant in the Plan.  Statements of account will be given to
participating Employees promptly following the Purchase Date, which statements
will set forth the amounts of Contributions, the per Share Purchase Price, the
number of Shares purchased and the remaining cash balance, if any.


 


18.                                 Adjustments Upon
Changes in Capitalization; Corporate Transactions.


 


(a)                                  Adjustment.  Subject to
any required action by the stockholders of the Company, the number of Shares
covered by each option under the Plan which has not yet been exercised and the
number of Shares which have been authorized for issuance under the Plan but
have not yet been placed under option (collectively, the “Reserves”),
the maximum number of Shares an Employee may purchase during each Offering
Period or each Purchase Period, as well as the price per Share covered by each
option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of Shares effected without receipt of consideration by
the Company;


 


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provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been “effected without
receipt of consideration.”  Such adjustment
shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive.  Except as
expressly provided herein, no issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of Shares subject to an option.


 


(b)                                 Corporate Transactions. 
In the event of the proposed dissolution or liquidation of the Company,
any Offering Period and Purchase Period then in progress will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.  In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, unless otherwise
determined by the Board, each option under the Plan shall be assumed or an
equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, or, if not so assumed or
substituted, the Offering Period then in progress shall be shortened and the
Board shall set a new Purchase Date (the “New Purchase Date”).  The New Purchase Date shall be on or before
the date of consummation of the transaction and the Board shall notify each
participant in writing, at least ten (10) days prior to the New Purchase Date,
that the Purchase Date for his or her option has been changed to the New
Purchase Date and that his or her option will be exercised automatically on the
New Purchase Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 10. 
For purposes of this paragraph, an option granted under the Plan shall
be deemed to be assumed if, following the sale of assets or merger, the option
confers the right to purchase, for each Share subject to the option immediately
prior to the sale of assets or merger, the consideration (whether stock, cash
or other securities or property) received in the sale of assets or merger by
holders of Common Stock for each Share held on the effective date of the
transaction (and if such holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding Shares
of Common Stock); provided, however, that if such consideration received in the
sale of assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the
Board may, with the consent of the successor corporation and the participant,
provide for the consideration to be received upon exercise of the option to be
solely common stock of the successor corporation or its parent equal in Fair
Market Value to the per Share consideration received by holders of Common Stock
and the sale of assets or merger.


 


The Board may, if
it so determines in the exercise of its sole discretion, also make provision
for adjusting the Reserves, as well as the price per Share covered by each
outstanding option, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock, and in the event of the
Company being consolidated with or merged into any other corporation.


 


19.                                 Amendment or Termination.


 


(a)                                  The Board may at any time and for any
reason terminate or amend the Plan. 
Except as provided in Section 18, no such termination of the Plan
may affect options previously granted, provided that the Plan or an Offering
Period may be terminated by the Board on a Purchase Date or by the Board’s
setting a new Purchase Date with respect to an Offering Period and Purchase
Period then in progress if the Board determines that termination of the Plan
and/or the Offering Period is in the best interests of the Company and the
stockholders or if continuation of the Plan and/or the Offering Period would
cause the Company to incur adverse accounting charges as a result of a change
after the effective date of the Plan in the generally accepted accounting rules
applicable to the Plan.  Except as
provided in Section 18 and in this Section 19, no amendment to the
Plan shall make any change in any option previously granted which adversely
affects the rights of any participant. 
In addition, to the extent necessary to comply with Rule 16b-3 under the
Exchange Act, or under Section 423 of the Code (or any successor rule or
provision or any applicable law or regulation), the
Company shall obtain stockholder approval in such a manner and to such a degree
as so required.


 


(b)                                 Without stockholder consent and without
regard to whether any participant rights may be considered to have been
adversely affected, the Board shall be entitled to change the Offering Periods
and Purchase Periods, limit the frequency and/or number of changes in the
amount withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars, permit
payroll withholding


 


8
















 


in excess of the amount designated by a participant in order to adjust
for delays or mistakes in the Company’s processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied
toward the purchase of Shares for each participant properly correspond with
amounts withheld from the participant’s Compensation, and establish such other
limitations or procedures as the Board determines in its sole discretion
advisable which are consistent with the Plan.


 


20.                                 Notices.  All notices
or other communications by a participant to the Company under or in connection
with the Plan shall be deemed to have been duly given when received in the form
specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof.


 


21.                                 Conditions Upon
Issuance of Shares.  The Company shall have no obligation to issue
Shares with respect to an option unless the exercise of such option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.


 


As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.


 


22.                                 Term of Plan; Effective Date. 
The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the stockholders of the
Company.  It shall continue in effect for
a term of twenty (20) years unless sooner terminated under
Section 19.


 


23.                                 Additional Restrictions of
Rule 16b-3.  The terms and conditions of options granted
hereunder to, and the purchase of Shares by, persons subject to Section 16
of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3.  This Plan shall be
deemed to contain, and such options shall contain, and the Shares issued upon
exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan
transactions.


 


9
















 


YAHOO!  INC.


 


AMENDED AND RESTATED


1996 EMPLOYEE STOCK PURCHASE PLAN


SUBSCRIPTION AGREEMENT


 


New Election
            


Change of Election
            


 


1.                                       I,
                                                ,
hereby elect to participate in the Yahoo! Inc. Amended and Restated 1996
Employee Stock Purchase Plan (the “Plan”) commencing with the Offering Period
                            ,
20     to
                              ,
20    , and subscribe to purchase Shares of the Company’s Common
Stock in accordance with this Subscription Agreement and the Plan.  Capitalized terms not defined herein shall
have the meaning ascribed to them in the Plan.


 


2.                                       I elect to have Contributions in the
amount of         % of my Compensation
applied to this purchase.  I understand
that this amount must not be less than 1% and not more than 15% of my
Compensation during an Offering Period. 
(Please note that no fractional percentages are permitted).


 


3.                                       I hereby authorize payroll deductions
from each paycheck during the Offering Periods at the rate stated in
Item 2 of this Subscription Agreement. 
I understand that all payroll deductions made by me shall be credited to
my account under the Plan and that I may not make any additional payments into
such account.  I understand that all
payments made by me shall be accumulated for the purchase of Shares at the
applicable purchase price determined in accordance with the Plan.  I further understand that, except as
otherwise set forth in the Plan, Shares will be purchased for me automatically
on the Purchase Date of each Offering Period unless I otherwise withdraw from
the Plan by giving written notice to the Company for such purpose.


 


4.                                       I understand that I may discontinue at
any time prior to the Purchase Date my participation in the Plan as provided in
Section 10 of the Plan.  I also
understand that I can decrease the rate of my Contributions on one occasion
only during any Purchase Period by completing and filing a new Subscription
Agreement with such decrease taking effect as of the beginning of the calendar
month following the date of filing of the new Subscription Agreement, if filed
at least ten (10) business days prior to the beginning of such month.  Further, I may change the rate of deductions
for future Purchase Periods by filing a new Subscription Agreement, and any
such change will be effective as of the beginning of the next Purchase
Period.  In addition, I acknowledge that,
unless I discontinue my participation in the Plan as provided in
Section 10 of the Plan, my election will continue to be effective for each
successive Offering Period.


 


5.                                       I have received a copy of the Company’s
most recent description of the Plan and a copy of the complete “Yahoo! Inc.
Amended and Restated 1996 Employee Stock Purchase Plan.”  I understand that my participation in the
Plan is in all respects subject to the terms of the Plan.


 


6.                                       Shares purchased for me under the Plan
should be issued in the name(s) of (name of employee or employee and spouse
only):


 


 


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7.                                       In the event of my death, I hereby
designate the following as my beneficiary(ies) to
receive all payments and Shares due to me under the Plan:


 


 


	
  NAME:  (Please print)

  	
   

  	
   

  
	
   

  	
  (First)        (Middle)        (Last)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Relationship)

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


8.                                       I understand that if I dispose of any
Shares received by me pursuant to the Plan within 2 years after the Offering
Date (the first day of the Offering Period during which I purchased such Shares
or, if I joined the Plan after such date, the first business day of the
Purchase Period with respect to which I joined the Plan during such Offering
Period) or within 1 year after the Purchase Date, I will be treated for federal
income tax purposes as having received ordinary compensation income at the time
of such disposition in an amount equal to the excess of the Fair Market Value
of the Shares on the Purchase Date over the price which I paid for the Shares,
regardless of whether I disposed of the Shares at a price less than their Fair
Market Value at the Purchase Date.  The
remainder of the gain or loss, if any, recognized on such disposition will be
treated as capital gain or loss.


 


I hereby agree to notify the Company in writing within 30 days after
the date of any such disposition, and I will make adequate provision for
federal, state or other tax withholding obligations, if any, which arise upon
the such disposition of the Shares.  The Company
may, but will not be obligated to, withhold from my compensation the amount necessary
to meet any applicable withholding obligation including any withholding
necessary to make available to the Company any tax deductions or benefits
attributable to the sale or early disposition of Shares by me.


 


9.                                       If I dispose of such Shares at any time
after expiration of the 2-year and 1-year holding periods, I understand that I
will be treated for federal income tax purposes as having received compensation
income only to the extent of an amount equal to the lesser of (1) the excess of
the Fair Market Value of the Shares at the time of such disposition over the
purchase price which I paid for the Shares under the option, or (2) 15% of
the Fair Market Value of the Shares on the Offering Date.  The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or loss.


 


I understand that
this tax summary is only a summary and is subject to change. 
I further understand that I should consult a tax advisor concerning the
tax implications of the purchase and sale of stock under the Plan.


 


10.                                 I hereby agree to be bound by the terms
of the Plan.  The effectiveness of this
Subscription Agreement is dependent upon my eligibility to participate in the
Plan.


 


	
  SIGNATURE:

  	
   

  	
   

  
	
   

  	
   

  
	
  SOCIAL SECURITY #:

  	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  
					



 


 


SPOUSE’S SIGNATURE (necessary

if beneficiary is not spouse):


 


2
















 


	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print name)

  	
   

  



 


3
















 


YAHOO!  INC.


 


AMENDED AND RESTATED


 


1996 EMPLOYEE STOCK PURCHASE PLAN


 


NOTICE OF WITHDRAWAL


 


I,
                                                    ,
hereby elect to withdraw my participation in the Yahoo! Inc. Amended and
Restated 1996 Employee Stock Purchase Plan (the “Plan”) for the Offering Period
commencing                         ,
20    . This withdrawal covers all Contributions credited
to my account and is effective on the date designated below. Capitalized terms
not defined herein shall have the meaning ascribed to them in the Plan.


 


I understand that
all Contributions credited to my account will be paid to me within ten (10)
business days of receipt by the Company of this Notice of Withdrawal and that
my option for the current period will automatically terminate, and that no
further Contributions for the purchase of Shares can be made by me during the
Offering Period.


 


The undersigned
further understands and agrees that he or she shall be eligible to participate
in succeeding offering periods only by delivering to the Company a new
Subscription Agreement.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature of Employee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number

  



 


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